Duke Realty (DRE)

6.1.ADJUSTMENTS. The adjustment provisions of the LTIP shall
apply with respect to Performance Units granted pursuant to this Plan.

6.2.INFORMATION
TO BE FURNISHED BY PARTICIPANTS.
Participants, or any other persons entitled to benefits under this Plan,
must furnish to the Committee such documents, evidence, data or other
information as the Committee considers necessary or desirable for the purpose
of administering this Plan. The benefits
under this Plan for each Participant, and each other person who is entitled to
benefits hereunder, are to be provided on the condition that such person
furnish full, true and complete data, evidence or other information, and that
he or she promptly sign any document reasonably related to the administration
of this Plan as requested by the Committee.

6.3NO
IMPLIED RIGHTS. The Plan does not
constitute a contract of employment or service and participation in this Plan
will not give a Participant the right to be rehired or retained in the employ
or service of the Company, nor will participation in this Plan give any
Participant any right or claim to any benefit under this Plan, unless such
right or claim has specifically accrued under the terms of this Plan.

6.4.EVIDENCE. Evidence required of anyone under this Plan
may be by certificate, affidavit, document or other information which the
person relying thereon considers pertinent and reliable, and signed, made or
presented by the proper party or parties.

6.5.GENDER
AND NUMBER. Where the context admits, words in the masculine gender
shall include the feminine gender, the plural shall include the singular and
the singular shall include the plural.

6.6.ACTION
BY THE COMPANY. Any action required of or permitted by the Company
under this Plan shall be by resolution of the Committee or by a person or
persons authorized by resolution of the Committee.

6.7.CONTROLLING
LAWS. Except to the extent superseded by laws of the United States,
the laws of Indiana shall be controlling in all matters relating to this Plan.

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6.8.MISTAKE
OF FACT. Any mistake of fact or misstatement of fact shall be
corrected when it becomes known and proper adjustment made by reason thereof.

6.9.SEVERABILITY.
In the event any provisions of this Plan shall be held to be illegal or invalid
for any reason, such illegality or invalidity shall not affect the remaining
parts of this Plan, and this Plan shall be construed and endorsed as if such
illegal or invalid provisions had never been contained in this Plan.

6.10.EFFECT
OF HEADINGS. The descriptive headings of the sections of this Plan
are inserted for convenience of reference and identification only and do not
constitute a part of this Plan for purposes of interpretation.

6.11.NONTRANSFERABILITY.
No Performance Unit shall be transferable, except by the Participants will or
the law of descent and distribution. The
Performance Unit and any rights and privileges pertaining thereto shall not be
transferred, assigned, pledged or hypothecated by a Participant in any way,
whether by operation of law or otherwise, and shall not be subject to
execution, attachment or similar process.

6.12.LIABILITY.
No member of the Board of Directors or the Committee or any officer or employee
of the Company or its Affiliates shall be personally liable for any action,
omission or determination made in good faith in connection with this Plan. By
participating in this Plan, each Participant agrees to release and hold
harmless the Company, the Affiliates (and their respective directors, officers
and employees) and the Committee from and against any tax liability, including
without limitation, interest and penalties, incurred by the Participant in
connection with his or her participation in this Plan.

6.13.FUNDING. Benefits payable under this Plan to a
Participant or to a beneficiary will be paid by the Company from its general
assets. The Company is not required to
segregate on its books or otherwise establish any funding procedure for any
amount to be used for the payment of benefits under this Plan. The Company may,
however, in its sole discretion, set funds aside in investments to meet its
anticipated obligations under this Plan. Any such action or set-aside may not
be deemed to create a trust of any kind between the Company and any Participant
or beneficiary or to constitute the funding of any Plan benefits.
Consequently, any person entitled to a payment under this Plan will have no
rights greater than the rights of any other unsecured creditor of the Company.

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6.14.EXPENSES
OF THE PLAN.
The expenses of administering the Plan shall be borne by the Company.

6.15.EFFECTIVE
DATE. The
Plan was originally adopted by the Board on December 6, 2005, and became
effective on that date (the Effective Date).

8.1.ADJUSTMENTS. The adjustment provisions of the Equity
Incentive Plan shall apply with respect to awards of Restricted Stock Units
outstanding or to be granted pursuant to this Plan.

8.2.DURATION
OF THE PLAN. The Plan shall remain
in effect until April 30, 2015, unless terminated earlier by the Board.

8.3.EXPENSES
OF THE PLAN.
The expenses of administering the Plan shall be borne by the Company.

8.4.STATUS
OF THE PLAN.
The provisions of Articles 6 of the Plan are intended to be a
nonqualified, unfunded plan of deferred compensation under the Code. Plan benefits shall be paid from the general
assets of the Company or as otherwise directed by the Company. A participant shall have the status of a
general unsecured creditor of the Company with respect to his or her right to
receive Common Stock or other payment upon settlement of the Restricted Stock
Units granted under the Plan. No right
or interest in the Restricted Stock Rights shall be subject to the claims of
creditors of the Non-Employee Director or to liability for the debts, contracts
or engagements of the Non-Employee Director, or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided, however, that
nothing in this Plan shall prevent transfers by will or by

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the applicable laws of descent and distribution. To the extent that any participant acquires
the right to receive payments under the Plan (from whatever source), such right
shall be no greater than that of an unsecured general creditor of the
Company. Participants and their
beneficiaries shall not have any preference or security interest in the assets
of the Company other than as a general unsecured creditor.

8.5.EFFECTIVE
DATE. The
Plan was originally adopted by the Board on 2005,
and became effective on the date the Equity Incentive Plan was approved by the
Companys stockholders (the Effective Date).